Beast Planet: Book One
by One Lucky Unicorn
Summary: The worlds of Disney and Transformers collide in an unexpected way. Join Simba and his band of heroic Sectrobeasts as they wage a battle to destroy the evil forces of the Tyrannicons! [Disney/Transformers fusion/AU]


**Beast Planet**

**Chapter 1 **

"**Return Of The King, Part 1"**

Simba moodily strode across the grasslands. He wasn't in the mood to talk to anyone then, least of all some singing weirdo in a tree. In his gloomy state, he failed to notice the peace and beauty of the African night. Overhead, countless stars shone in the midnight blue sky.

As Simba remembered what Nala had told him back in the jungle, a million conflicting thoughts swirled through his head like leaves in a windstorm. He would've loved to have returned to Pride Rock and be reunited with his mother and everyone else again, but at the same time, a part of him didn't want to. The pride was better off without him – he, the murderer of his own father. How could someone like him take his father's place as king? All his going back would do was open old wounds and raise questions – questions he didn't want to have to answer.

Coming to a log bridge which spanned a small river, he started across it before slumping down when he'd reached the middle. He stared at the gleaming waters below, wishing that .

_Splash!_

Someone had just thrown a rock into the river. Irritated, the young lion's shaggy head shot up to look in the direction that the stone had come from. It was that weird monkey _again_, perched up in a tree nearby and grinning maniacally at him. Now that Simba had a better view of him, he could see that the unwelcome guest was a mandrill. He didn't personally know any mandrills, and was unsure as to why this one seemed so interested in him.

"Come on, will ya cut it out?" He called out to the creature.

"Can't cut it out. It grow right back!" The old mandrill replied with a laugh.

But Simba was already leaving. "Creepy little monkey!" He grumbled. He was sure the mandrill had heard him, but didn't really care. Behind him, he heard the grass rustling as the mandrill trailed after him. Why wouldn't this guy take a hint and buzz off? "Will you stop following me?! Who are you?"

"The question is, who -" The mandrill tilted his head to one side, looking up at the bigger animal with large yellow eyes, still smiling broadly, "- are you?"

Simba started to respond, but found himself at a loss for words. Sighing, he lowered his head. "I thought I knew. But now I'm not so sure."

"Well I know who you are! Come here, it's a secret." The mandrill pulled him closer. Ignoring that little voice inside his mind that was warning him that talking to this mandrill was a completely waste of time, Simba waited to hear what he had to say.

"_Asanti sana_ _squash banana_…" The mandrill started to happily chant, waving his stick around.

Simba cut off his chattering with an angry huff. "Enough already! What's that supposed to mean anyway?"

"It means you are a baboon, and I am not."

Getting up, Simba began walking away again. Now he was starting to feel sympathy for the mandrill instead of annoyance. Apparently he was soft in the head. "I think you're a little confused."

"Wrong!" Simba stopped short as one of the mandrill's long, calloused fingers pressed into his nose. He wondered how the mandrill had managed to get in front of him so fast. "I am not the one who's confused. You don't even know _who_ you are."

Sidestepping him, Simba continued on. "Oh, and I suppose you know?"

"Sure do. You're Mufasa's boy!"

Simba stopped dead in his tracks. He turned to look back at the mandrill, who stood there watching him expectantly.

"Bye." And with that, he was gone.

"Hey, wait!" Curiosity piqued, Simba pursued the mandrill across the savannah. In spite of his age, the mandrill was quicker then he looked.

His trek led him to a flat rocky mound, where he found his strange new acquaintance sitting cross-legged, eyes closed. "You knew my father?" Simba asked hopefully between pants.

"Correction, I know your father." The mandrill droned.

Simba visibly wilted. "I hate to tell you this, but he died… a long time ago."

"Nope! Wrong again!" The mandrill zipped past to stand in front of a dense patch of jungle. "He's alive, and I'll show him to you! You follow old Rafiki, he knows the way!" He shot into the jungle in a flash of ash-gray and white fur.

Simba started to follow, but hesitated. Was he making the right decision? His father couldn't still be alive. Simba had watched him die that horrible day at the gorge. But he had to know. He needed to find out for himself. He ran on in.

Once in the jungle, Simba was forced to navigate his way through a maddening maze of tree roots, thorn bushes, and vines. The trees and other plants grew together so closely that it was darker in the thicket then outside it. Ignoring the branches that occasionally tugged at his thick auburn mane, he scramble over and under twisting tree roots as well as logs, running when he had room to, all the while encouraged by Rafiki.

Just when Simba started to wander if the jungle would ever end, Rafiki suddenly re-appeared in front of him. "Stop!" Gesturing for quiet, Rafiki pushed aside a tall green curtain of reeds behind him. "Look down there."

Not sure what he might find, Simba slowly made his way down the stony incline towards a clear pool of water. Standing at the edge of the rock outcropping, he crouched down to peer at the pool's shimmering surface. His own face stared back. Simba looked away, not bothering to hide his disappointment. "That's not my father. It's just my reflection." Not only was he sad, but he felt foolish as well. Why was Rafiki doing this to him? Was he playing a prank? Was he crazy like Simba initially believed?

"No. _Look harder._" Rafiki insisted, pointing at the water.

Narrowing his burgundy-on-gold eyes, Simba leaned forward again, staring carefully at the pool. Out of nowhere, ripples began reverberating across its surface, distorting his reflection. To Simba's astonishment, the stern, regal face of his father appeared.

"You see? He lives in you."

"_Simba…"_

Simba knew that powerful voice only too well. Lifting his head, he stared up at the sky in stunned disbelief. "Father?"

A cool breeze picked up out of nowhere and was steadily growing in strength. Simba watched as a massive gray cloud bank moved swiftly in their direction. A dark shape began forming among the clouds, taking on a leonine appearance. As the image grew clearer, it took on the likeness of Mufasa, the former king and Simba's father. The great lion seemed to walk down from the heavens on a carpet of stars.

"Simba, you have forgotten me." The figure admonished.

"No…" Simba could never forget him. His father had haunted his dreams ever since he'd fled the Pridelands. "How could I?"

The clouds swirled around Mufasa. "You have forgotten who you are, and so you have forgotten me. Look inside yourself, Simba. You are more then who you have become." A strange golden light surrounded the ghostly lion, who was gradually becoming more solid and detailed, his fur taking on the rich natural colors that Mufasa had had in life instead of the grayish tones of the clouds. "You must take your place in the circle of life and prevent Scar from destroying it."

Simba found himself blinking, not just from the bright shafts of gold light shining down on him and in his face, but in an effort to keep tears from falling. "How can I go back? I'm not who I used to be."

"Remember who you are. You are _my_ son, and the one true king. If you do not return, the consequences will be dire. Do you remember the stories I told you about the Star Beings?"

Taken aback by the question, Simba frowned a bit. "Yes. What about them?" Simba had been a cub when Mufasa had regaled him with stories of strange creatures that had come from the skies. It was said that they'd come all the way from another world. Supposedly they had visited the Pride Lands many seasons ago, even before Simba's grandfather Ahadi was born. They were known as the Star Beings, creatures possessed of powerful magic that let them many amazing things, like change into the shapes of animals and creatures that looked like men but with shining, colorful bodies. As he grew older, Simba had dismissed the stories as just that – stories. _'Why bring that up now?'_

As if he knew what his son was thinking, Mufasa explained, "The Sky Beings are not legends. They are very real. Before returning to their world, the Sky Beings hid items of great power at Pride Rock and within the pool you were just looking at. That is no ordinary pool. It is the sacred pool of the valley. The Star Beings tasked our ancestor King Jumbe with watching over this power. For generations our family has protected it. Scar knows of this secret too, but wishes to use it for evil purposes. If he gains control of it and is left unchecked, then he will destroy not just the Pridelands, but maybe even the world."

Simba was quiet as he digested what he'd just been told. The enormity of what his father was saying was daunting. "How… how can I stop Scar? What if I'm too late and he frees this power?"

"Assume the power yourself. It is the only way."

To Simba's dismay, Mufasa's image was dimming and becoming paler. "No! Please don't leave me!" Simba took off through the high grass in a vain attempt to keep up with Mufasa.

"_Remember who you are."_ Mufasa rumbled as he began disappearing back into the cloud bank. _"Remember…"_

"Father!

"_Remember…" _

"Don't leave me!"

"_Remember…"_

Simba ceased running. Mufasa was gone. Still, his eyes remained riveted on the lone cloud that was now drifting through the sky, the only reminder that his father had ever been there.

"What was that?" Rafiki came to stand by his side. He had almost forgotten about the mandrill. "The weather – pbahhh! Very peculiar. Don't you think?"

"Yeah," Simba agreed, sounding contemplative. "It looks like the winds are changing."

"Ahh. Change is good."

Simba turned a suspicious eye to him. "Did you know about the Star Beings too?"

"I know of many tales and legends, and that is one of them. It has fallen on my shoulders to guard the power that was left behind at Pride Rock. I have managed to hide it from Scar all these seasons, but he will not rest until he finds it - which is why I came looking for you. The shaman Mufasa placed in charge of watching over the sacred pool, Mlezi the bongo, died a few days ago. His death was not natural. Something chased him down a hill. He lost his footing, fell, and died from a broken neck. The ones responsible tried to cover up their trail, but Rafiki knows hyenas when he sees them."

Simba had roamed these parts long enough to know that there no hyenas in the jungle. Earlier, Nala had told him that Scar allowed the hyenas to move into the Pride Lands and run amok, much to his shock.

"Are you saying my uncle was behind what happened to Mlezi?" When Simba was a cub, he remembered Scar being kind of an oddball. He was the one who'd told Simba to leave after Mufasa was killed, but even then Simba had never thought ill of him - that was until Nala told him all the terrible things Scar had done when he became king after Mufasa's death. And now Scar wanted to take the Star Beings' mysterious power for himself.

"This would not be the first time Scar has murdered to get something he desired." For a moment, the long seasons showed in Rafiki's face, and his shoulders sagged. But it passed in an instant, and once more he trained his shrewd gaze on Simba. "Well, it's about time you got around to claiming the power, isn't it?"

"Uh, right." Nodding, Simba padded back over to the pond, or rather, the sacred pool of the valley, and peered into its watery depths. If the power was down there somewhere, it looked like he was going to have to dive in to get it. "What exactly _is_ this power supposed to be anyways? What does it do?"

"No one knows. Until now, no one has ever tried harnessing it before."

"Great."Simba mumbled. Taking a deep breath, he plunged in. the chill of the water almost took his breath away, but he allowed himself to sink. He was glad he'd gotten used to water thanks to living with Timon and Pumbaa. When the thick pads of his paws finally touched the sandy bottom, he started to dig, stirring up the sediment in pale clouds. It was a difficult chore, but he tried digging as deep as he could before the need for air became too much. Legs moving in powerful strokes, he started the swim back. His head broke the surface, and he unleashed a loud gasp, grateful to be able to breathe again.

'_How do fish do it?'_ Simba couldn't but wondering before something caught his eye. The water was glowing – or rather, something in it was. Paddling over to the bank, he climbed out and turned to see what was happening.

The glow was steadily intensifying, turning the pool pure white. Then, there was a little splash as something shot out of the water, startling Simba. As he continued watching, he saw that it wasn't just one object that had flown out, but several, and all of them were hovering noiselessly over the pool. He guessed that these… things were what he sought. He didn't have a single clue as to what the power was going to look like, but he certainly hadn't been expecting _this_.

It was a cluster of at least three dozen light blue, transparent, round objects, slightly smaller than his paw in size. Mesmerized, Simba watched as all but three of the balls proceeded to soar off through the sky like shooting stars. One of the three remaining balls slowly started to float towards him. As it came closer, he could make out more detail. The surface had an iridescent luster to it like crystal and was covered in small spike-like protrusions. Inside of the ball was some sort of smaller object.

Increasingly uneasy with the unearthly ball's proximity to him, Simba started backing away. What was going to happen now?

The ball put on an unexpected burst of speed, taking him off-guard as it hurtled straight at his chest. To Simba's shock, when the ball hit, it actually vanished inside him like it had no substance. There was no pain, but everything around him vanished...

* * *

><p>Simba looked around wildly. The savannah was gone. Instead he was surrounded entirely by what could only be described as nothingness. Everything was a mottled swirl of primary blue and black. ground was indistinguishable from sky. There was no wind, and nothing smelled familiar. There were no scents there at all, actually. He didn't understand how that was even possible – everything had a scent. For a moment, panic overwhelmed him. He instinctively attempted to run, but something seemed to be wrong with his legs. To his horror, he realized that was because he didn't have legs anymore - in fact, he no longer had a body.<p>

"Hello, Simba."

That wasn't his father speaking to him, or Rafiki. What's more, the mysterious voice sounded like it was coming from all around him, yet at the same time from _inside him_ somehow. While being addressed served to rouse the disembodied lion out of his shock, he was now even more confused than before. "Who are you? Where am I? What were those things?" His worried voice echoed through the void.

"I am your guiding spark. Don't worry, you will not be harmed. I'm here to help you learn about what's just happened to you. Think of me as a teacher." The strange voice was male and had a warm, kindly quality to it. "I know you have many questions, and I will do my best to answer them all. To answer your first, no, I don't have a name."

Simba started. He hadn't even asked the entity its name, yet it had already known that he was wondering about that. It began to dawn on him that this guiding spark was actually a part of him now.

He didn't actually see a thing, but correctly figured it didn't matter where he looked while he spoke to the guiding spark. "Okay… so what's happened?"

"Now that your TransTech core has imbued you with the Sectrobeast Matrix, you are a Transformer, the creatures you know as 'Star Beings'."

"I am?"

"Yes." The guiding spark's voice took on a slightly amused quality, but didn't sound condescending or mocking. "As a Transformer, you can shift between your natural beast mode and a more powerful robotic form. In robot mode, you have special weaponry and tools that you can defend yourself and others with. To initiate the transformation process, you must say the activation code, 'maximize'."

Simba didn't have to ask what a robot was, because almost immediately an image flashed into his mind, that of a formidable-looking humanoid made from metal and wires instead of flesh and blood. It looked just like how the Star Beings – the Transformers - were described in the stories. He could turn into _that_ now?

"You are of the Sectrobeast faction – a Prime in fact," The guiding spark went on, sounding a little prideful now. "Consider a Prime basically like the king of Sectrobeasts."

"Wait, you mentioned factions. What are the others? And are there more Sectrobeasts out there?"

"The Tyrannicons." The guiding spark replied rather ominously, sending a cold chill through Simba. "They are sworn enemies of the Sectrobeasts, and have a taste for warfare and violence. Because you have just released the TransTech cores, there likely are others like yourself as well as Tyrannicons out there now."

Thanks to the new way his mind was able to process information, Simba recognized that TransTech cores were those ball-like objects he'd uncovered. If Scar had managed to uncover the other set, which raised the question of just how many Transformers were there out roaming the world just then? And how many were friendly, and did they outnumber the Tyrannicons? Or was it the other way around?

"Now in order to explain about the cores' origins as well as the original Transformers and why they visited your world, I must first explain about Cybertron." The guiding spark told him.

The scene around Simba unexpectedly shifted, and he found himself in an entirely new world. Simba's jaw dropped as he beheld his surroundings. Tall buildings pressed in on him from all sides, and the bright lights shining from them dazzled his eyes. Looking up into the sky, he could see no sun. Tranformers as big as elephants (and in some cases, even larger) walked past, completely oblivious to the lion standing in their midst. They came in all shapes, sizes, and colors. The ground was metal (for a second, Simba was surprised that he even knew what metal was), gray in color. Again, there were no scents of any sort. Simba couldn't fathom this. He hastily scrambled back when a particularly bulky pedestrian nearly stepped on him.

"This is just a virtual recreation of Cybertron, so no need to worry." The guiding spark reassured him. "All original Transformers hail from this planet. There are two major factions living there today, the Autobots and the Decepticons. Over one hundred stellar cycles ago, a Decepticon scientist developed the cores in secret, intending to use them to create more troops for the Decepticon cause."

The scene changed once again to reveal a grassy, hilly scrubland. Instead of the normal green color that grass should've been, here the grass was a muted pink and glittered under the sun like a butterfly's wings. To the far left, a throng of humanoid animals, led by of all things a white lion in blue armor, was fronting another army. The rival army was commanded by a Transformer whose mode appeared to be based on a crocodile. The lion shifted into his own robotic mode before raising the sword he held and, roaring a battle cry, charged towards the crocodile, accompanied by his soldiers. The crocodile unleashed his own roar before meeting his enemy's charge.

As the great battle played out, the guiding spark continued his narration. "The scientist and his leaders first tested them on another planet called Beest, recruiting natives unsatisfied with the ruling government there. In order to offset the chaos caused by the cores, Autobot scientists reverse-engineered one which had been recovered and tested it on a willing subject. When the experiment proved successful, they made more and gave them to the natives who were fighting against the anarchists. It took many years, but eventually these freedom fighters and their Autobot allies were successful in defeating the Tyrannicons."

While he talked, the scene switched to something that finally looked more familiar to Simba. Well, familiar all except for the Transformers. There were three of them, and they were walking together across a vast grassland, heading towards the distinctive figure of Pride Rock in the distance. Oddly enough, these Autobots wore the shapes of normal animals: a warthog, a bat, and a hyena. Accompanying them was a young lion, and two lionesses completed the odd little group.

"Afterwards, the Autobots gathered every up core that they could find and hid them for safekeeping. They decided to hide them at the most out of the way place they could find, and choose your world. They met King Jumbe and requested he watch over the cores. One set was hidden at Pride Rock, while the other was bought to the territory where you and your friends live."

King Jumbe and the Autobots, Pride Rock, everything vanished, and once more there was nothing but the blue and black void.

"So you see Simba, a great destiny lays before you – not just as ruler of Pride Rock, but in protecting your world from the Tyrannicons. I hope we can stop Scar before he locates the other cores, but if we are too late, then you may find yourself facing a threat like none you've ever known."

Over the course of the guiding spark's tale, Simba had begun feeling progressively smaller and smaller. This was all suddenly a lot bigger than just the Pridelands. Not once had he ever imagined that there were other far more advanced civilizations and beings out there. He was just a simple guy who liked having belching contests and eating bugs with Timon and Pumbaa, and now he was being told that he'd just inherited the role of warrior and leader to a race of cybernetic beings. Still though… if he didn't step up and do something, then who would? "I understand, but going back means I'll have to face my past. I've been running away from it for so long."

"You are far from the first Prime to have regrets about the past. In fact, I believe one of them had a quote that is applicable to this situation - we should not forget what we have learned from the past. From its lessons, the future is forged."

"He sounds like a wise being."

"Mmm-hmm. That he is. One more thing before we depart? It is advised that you take on a new name for yourself to use while in robot mode."

Simba frowned."A new name? What's wrong with just using my real one?"

"Because your new name will be used along with your activation code when you transform."The guiding spark patiently explained. "Rest assured that you do get to retain your real name."

Simba thought a moment, but coming up with names on the fly wasn't one of his strong suits. "Well in that case, I'm open to suggestions."

"May I suggest 'Leo Prime' then? In the Earth language, or at least one of them anyways, _leo_ means lion."

"Leo Prime… I like it. So, uh, if I ever wanted to talk to you again, how could I do that?" He had a feeling that he was going to have many more questions for the guiding spark.

"You were right earlier – I am indeed a part of you now, so you may speak to me anytime you wish. Now, you'll be waking up in the next three astroseconds…"

* * *

><p>For all his knowledge, training, and foresight, not even Rafiki knew what to expect once Simba awoke. Not much was known of the Star Beings other then what had been passed down from generation to generation, but it was said that Jumbe regarded the ones he had encountered as friendly beings.<p>

Rafiki had been momentarily alarmed when he witnessed Simba drop to the ground like a ripe mango after coming into contact with one of the mysterious spheres. There were such things as certain types of plants and animal venoms that, if ingested, could induce unconsciousness. Shamans like Rafiki would utilize these natural chemicals as drugs for a variety of purposes, including as an aid in gaining spiritual insight. Perhaps the sphere was doing the same for Simba. Rafiki could only hope and pray that whatever was happening, Simba would come out of it unharmed and still himself. Observing him, Rafiki was struck by how much he resembled Mufasa. There were some differences, but otherwise it was easy to see that he was indeed his old friend's son.

Finally, Simba's eyelids fluttered before he slowly opened his eyes. He raised his head and looked around like he wasn't sure of his surroundings before looking himself over.

Not wishing to crowd him, Rafiki remained where he was sitting. Keeping his staff clutched in his wrinkled hands, his eyes were inquisitive but slightly wary as he studied the lion. "Simba?"

Rafiki's voice snapped Simba out of his dazed state, and he pushed himself up into a standing position. "The Pridelands – I need to go back!"

Rafiki found himself relaxing. His senses told him that while Simba had been fundamentally changed in ways he did not understand, his spirit remained the same. He was dying to ask exactly what had transpired while Simba had been unconscious, but time was of the essence, and saving the Pridelands was more important than satisfying his own curiosity. "Go on then! Get out of here!" He roared after Simba, who'd started running in the direction of the Pridelands.

* * *

><p>"So Scar, what's gonna happen once we find this 'great power' you keep goin' on about?"<p>

Looking up from where he was digging, Scar speared the spotted hyena who had just posed that question, Banzai, with an irritated glare. "Well, the stories differ from account to account as to exactly _what_ the power is, but I do know that it will be beyond my – our wildest dreams. So shut up and search." The dark-furred lion ended his command with a sharp growl that made the three hyenas aiding him move quicker. Basically, it was a fancy way of saying he didn't exactly know what it was that they were looking for.

Ahadi, Scar and Mufasa's father and the king who had ruled the Pridelands before Mufasa, had spoken of a mighty power that had been hidden somewhere around Pride Rock by the Star Beings. Sarabi and her lionesses had been sent off on yet another hunting excursion, but today the intent was to keep them occupied so that Scar could carry out his quest uninterrupted. Not that a number of the lionesses needed much of an excuse to get away from Pride Rock these days. Some like Sarabi still maintained a presence there, not wanting to relinquish their home to Scar and the hyenas he commanded so easily.

Scar and the hyenas were at the foot of Pride Rock in a spot where there was a lot of dead dry brush, close by the Royal Den. Legend had it that the power was supposed to be buried somewhere in the area. Scar could not understand why Ahadi had failed to take advantage of the Star Beings' great power. Well no matter, it was better he hadn't. If only that stupid old lion could see him now, see what a magnificent king he had become… no, an even _greater_ king now that he was going to assume the gift of the Star Beings!

"Hey, Ed's found somethin'!" That was Shenzi, the hyenas' matriarch.

Immediately, Scar looked over to see a giggling Ed triumphantly bouncing around a hole that he had been working on for some time now. In his haste to get a glimpse at the discovery, Scar bounded over and shouldered Ed aside in the process, sending the blank-eyed hyena sprawling to the side.

Bright white light was beginning to pour from out of the hole, which was at least seven feet deep. Staring down into it, a dark smile spread across Scar's muzzle. "Yes, _yesss_…"

**Author's notes:** Beast Planet was inspired by the fantastic fan art concept of the same name done by Tyrannux over on DeviantART, and is being written with his permission. A special thank you goes out to FantomNocturn for helping out with this story, and to Fox Storm (Fox the Writer on this site) for looking over it for me.

Sorry that the first part of this chapter follows a scene straight from _The Lion King_, but I didn't want to jump right into the _Transformers_ stuff and felt I needed to set the mood. Trust me, the plot will diverge from the film soon enough. I'm also going to be mixing some of the different _Transformers_ continuities in here as I see fit.

Transformer terms:

Astroseconds: .498 seconds.

Stellar cycle: A single year.


End file.
